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Equity
3 Months Ended
Mar. 31, 2019
Stockholders Equity Note [Abstract]  
Equity

Note 5—Equity

Initial Public Offering

On April 3, 2018, the Company completed its IPO, whereby the Company sold an aggregate of 1,280,000 shares of its common stock, at $5.00 per share, resulting in net proceeds of $5,025,000 after underwriting discounts, commissions and estimated offering expenses of $895,000. Additionally, the underwriters have been issued warrants to purchase common stock equal to 3% of the securities sold in the IPO, or 38,400 shares of Common Stock.

Private Investment

On May 9, 2018, the Company completed a private placement, whereby the Company sold to investors an aggregate of 828,500 shares of its common stock at $12.07 per share and warrants to purchase up to 621,376 shares of the Company’s common stock with an initial exercise price equal to $15.62 per share. The per share price and warrant exercise price were subject to automatic adjustment, if applicable, based on the volume weighted average daily prices on the three days after the registration statement registering the resale of the shares of common stock sold to the investors and the shares of the common stock issuable upon exercise of the warrant was declared effective and the Company’s shareholders approved the transaction. In no event would the purchase price or warrant exercise price be less than $4.25 per share. The Company received net proceeds of $9,250,000 after commissions and expenses.

On August 1, 2018, following the effectiveness of our Registration Statement on Form S-1 (File No. 333-225090) and pursuant to the terms of the Purchase Agreement and Warrants, we issued to the original investors of the private placement an aggregate of 1,174,440 additional shares of our common stock and the Warrants became exercisable for a total of 2,283,740 shares of our common stock with an exercise price equal to $4.25 per share. Under the terms of the Purchase Agreement, we have 150,000 shares of our common stock held in abeyance for future issuance.

Stock Issuances

During the three months ended March 31, 2019, we issued 121,617 shares of Common Stock for service provided to us, valued at $192,274, and we issued 200,000 shares of Common Stock held in abeyance for an investor in the Private Investment.

During the year ended December 31, 2018, we issued 200,009 shares of Common Stock, taking into account the forward-split ratio from the Company’s IPO, for service provided to us, valued at $553,303 and we issued 3,282,940 shares of Common Stock in the Company’s IPO and Private Investment for cash of $16,400,000.

Preferred Stock

In connection with the Company’s IPO, all Preferred Stock included in Series A through Series G, totaling 1,394,953 shares at March 31, 2018, were converted to 9,324,177 shares of Common Stock as a result of the forward-split (See Capital Stock Note). Upon the completion of the IPO, the Company is authorized to issue 10,000,000 shares of Preferred Stock at a par value of $0.001 per share, none of which is outstanding as of March 31, 2019.

Common Stock

Upon the completion of the IPO, all of the Company’s Non-Voting Common Stock automatically converted into Voting Common Stock on a one-to-one basis. Immediately following the completion of the IPO, the Company is authorized to issue 200,000,000 shares of Common Stock at a par value of $0.001 per share, all of which is Voting Common Stock. There are 15,560,765 shares of Common Stock outstanding at March 31, 2019.

Common Stock Purchase Warrants

Common Stock purchase warrant activity for the period and year ended March 31, 2019 and December 31, 2018, respectively, are as follows:

 

 

 

Number of

Warrants

 

 

Weighted Avg.

Exercise Price

 

Outstanding at January 1, 2018

 

 

748,060

 

 

$

5.17

 

Issued

 

 

3,166,491

 

 

 

4.47

 

Cancelled or expired

 

 

(15,385

)

 

 

 

Exercised

 

 

(34,615

)

 

 

 

Outstanding at December 31, 2018

 

 

3,864,551

 

 

$

4.60

 

Issued

 

 

 

 

 

 

Cancelled or expired

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

3,864,551

 

 

$

4.60

 

 

The Company did not issue warrants in the three-month period ended March 31, 2019.

In the year ending December 31, 2018, we granted (i) warrants to purchase 38,400 shares of our Common Stock at $6.25 per share to the underwriter of the Company’s IPO and (ii) warrants to purchase 2,283,740 shares of our Common Stock at $4.25 per share to the investors in our private placement. We also granted warrants to purchase up to 844,352 shares of common stock in consideration of services valued at $2,203,506 including (i) 425,000 shares of common stock to Cancer Revolution, LLC, (ii) 225,000 shares of common stock to Cancer Biotech, LLC, (iii) 144,352 shares of common stock to Inception Capital Management, LLC, and (iv) up to 50,000 shares of common stock to World Wide Holdings, LLC at $5.00 per share.

On January 29, 2018, the Company entered into an agreement with FundAthena, Inc. whereby the Company agreed to grant warrants to purchase 6,000 shares of our Common Stock at $5.00 per share in consideration of services valued at $30,000 provided to the Company. As of March 31, 2019, the Company has not issued these warrant shares.

On September 20, 2018, World Wide Holdings, LLC exercised its warrant to purchase 50,000 shares via a cashless exercise option. As a result, the Company issued 34,615 shares of Common Stock to World Wide Holdings in exchange for the cashless exercise of the warrant and the remaining 15,385 shares of Common Stock were cancelled.

2018 Equity Incentive Plan

The Company’s board of directors and stockholders has approved and adopted the Company’s 2018 Equity Incentive Plan (“2018 Plan”), which became effective on the completion of the IPO on April 3, 2018. The 2018 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, other forms of equity compensation and performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to the Company’s non-employee directors and consultants, and affiliates.

A total of 4,160,000 shares of Common Stock are available under the 2018 Plan, which includes 554,963 shares of Common Stock reserved for issuance under our 2009 Equity Incentive Plan that were added to 2018 Plan. No further grants will be made under the 2009 Plan and any shares subject to outstanding stock options under the 2009 Plan that would otherwise be returned to the 2009 Plan will instead be added to the shares initially reserved under the 2018 Plan.

In addition, the number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 by 5% of the total number of shares of the Company’s Common Stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the administrator of the 2018 Plan.

2018 Employee Stock Purchase Plan

The Company’s board of directors and stockholders has approved and adopted the Company’s 2018 Employee Stock Purchase Plan (“ESPP”), which will become effective when the Board determines to make this benefit available to employees. The ESPP authorizes the issuance of 208,500 shares of the Company’s common stock pursuant to purchase rights granted to our eligible employees. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2019 by the lesser of 2% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year or a number determined by the administrator of the ESPP.

Stock Options

At December 31, 2018, the Company had outstanding stock options to purchase 4,535,681 shares of Common Stock. In the three months ended March 31, 2019, the Company granted stock options to employees and consultants to purchase 1,461,715 shares of Common Stock with exercise prices ranging from $1.45 to $1.62 per share and cancelled options to purchase 91,813 shares of Common Stock due to the inactivity of service providers.

As of March 31, 2019, the Company has outstanding stock options to purchase 5,905,583 shares of Common Stock that have been granted to various employees, vendors and independent contractors. These options can vest immediately or over periods ranging from twelve (12) to forty-eight (48) months, are exercisable for a period of ten years, and enable the holders to purchase shares of our Common Stock at exercise prices ranging from $0.001 - $9.80 per share. The per-share fair values of these options range from $0.001 to $7.93, based on Black-Scholes-Merton pricing models with the following assumptions.  The weighted average remaining contractual term for the outstanding options at March 31, 2019 and December 31, 2018 is 8.16 and 7.83 years, respectively.

Stock option activity for the three months and year ended March 31, 2019 and December 31, 2018, respectively, is as follows:

 

 

 

Number of

Shares

 

 

Weighted Avg.

Exercise Price

 

Outstanding at January 1, 2018

 

 

2,628,749

 

 

$

1.31

 

Options granted

 

 

2,034,525

 

 

 

6.21

 

Options exercised

 

 

 

 

 

 

Options expired

 

 

(127,593

)

 

 

 

Outstanding at December 31, 2018

 

 

4,535,681

 

 

$

3.31

 

Options granted

 

 

1,461,715

 

 

 

1.60

 

Options exercised

 

 

 

 

 

 

Options expired or cancelled

 

 

(91,813

)

 

 

 

Outstanding at March 31, 2019

 

 

5,905,583

 

 

$

2.94